Repare Therapeutics (RPTX) Form 4 Repare Therapeutics / Davis Jerel ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jerel Davis

(Last) (First) (Middle)

C/O REPARE THERAPEUTICS INC.

7210 FREDERICK-BANTING, SUITE 100

(Street)

ST-LAURENT A8

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Repare Therapeutics Inc. [ RPTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	01/14/2021		J(1)		153,579	D	$0.00	2,378,225	I	See Footnote(2)
Common Shares	01/14/2021		J(3)		33,173	A	$0.00	33,173	I	See Footnote(4)
Common Shares	01/14/2021		J(5)		4,620	D	$0.00	71,538	I	See Footnote(6)
Common Shares	01/14/2021		J(7)		998	A	$0.00	34,171	I	See Footnote(4)
Common Shares	01/14/2021		J(8)		5,113	D	$0.00	79,188	I	See Footnote(9)
Common Shares	01/14/2021		J(10)		1,105	A	$0.00	35,276	I	See Footnote(4)
Common Shares	01/14/2021		J(11)		35,276	D	$0.00	0	I	See Footnote(4)
Common Shares	01/14/2021		J(12)		1,062	A	$0.00	1,062	D
Common Shares	01/14/2021		J(13)		11,688	D	$0.00	180,995	I	See Footnote(14)
Common Shares	01/14/2021		J(15)		1,388	A	$0.00	1,388	I	See Footnote(16)
Common Shares	01/14/2021		J(17)		1,388	D	$0.00	0	I	See Footnote(16)
Common Shares	01/14/2021		J(18)		975	A	$0.00	2,037	D
Common Shares	01/14/2021		J(19)		275,000	D	$0.00	3,144,451	I	See Footnote(20)
Common Shares	01/14/2021		J(21)		5,500	A	$0.00	5,500	I	See Footnote(22)
Common Shares	01/14/2021		J(23)		5,500	D	$0.00	0	I	See Footnote(22)
Common Shares	01/14/2021		J(24)		756	A	$0.00	2,793	D
Common Shares	01/14/2021		J(25)		4,744	A	$0.00	4,744	I	See Footnote(26)
Common Shares	01/14/2021		J(27)		4,744	D	$0.00	0	I	See Footnote(26)
Common Shares	01/14/2021		J(28)		50,000	D	$0.00	558,282	I	See Footnote(29)
Common Shares	01/14/2021		J(30)		751	A	$0.00	751	I	See Footnote(31)
Common Shares	01/14/2021		J(32)		751	D	$0.00	0	I	See Footnote(31)
Common Shares	01/14/2021		J(33)		6	A	$0.00	2,799	D
Common Shares	01/14/2021		J(34)		745	A	$0.00	745	I	See Footnote(35)
Common Shares	01/14/2021		J(36)		745	D	$0.00	0	I	See Footnote(35)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Venture Capital V, L.P. ("VVC V"), to its partners, pursuant to a Rule 10b5-1 trading plan.

2. Shares held by VVC V. Versant Ventures V, LLC ("VV V") is the sole general partner of VVC V. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV V and may be deemed to share voting and dispositive power over the shares held by VVC V. Each of VV V and the Reporting Person disclaims beneficial ownership of the shares held by VVC V, except to the extent of their respective pecuniary interests therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

3. Represents a change in the form of ownership of VV V by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VVC V.

4. Shares held by VV V. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV V and may be deemed to share voting and dispositive power over the shares held by VV V; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

5. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Affiliates Fund V, L.P. ("VAF V"), to its partners, pursuant to a Rule 10b5-1 trading plan.

6. Shares held by VAF V. VV V is the sole general partner of VAF V. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV V and may be deemed to share voting and dispositive power over the shares held by VAF V. Each of VV V and the Reporting Person disclaims beneficial ownership of the shares held by VAF V, except to the extent of their respective pecuniary interests therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

7. Represents a change in the form of ownership of VV V by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VAF V.

8. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Ophthalmic Affiliates Fund I, L.P. ("VOAF I"), to its partners, pursuant to a Rule 10b5-1 trading plan.

9. Shares held by VOAF I. VV V is the sole general partner of VOAF I. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV V and may be deemed to share voting and dispositive power over the shares held by VOAF I. Each of VV V and the Reporting Person disclaims beneficial ownership of the shares held by VOAF I, except to the extent of their respective pecuniary interests therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

10. Represents a change in the form of ownership of VV V by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VOAF I.

11. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV V, to its members.

12. Represents a change in the form of ownership of the Reporting Person by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VV V.

13. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Venture Capital V (Canada) LP ("VVC V (Canada)"), to its partners, pursuant to a Rule 10b5-1 trading plan.

14. Shares held by VVC V (Canada). Versant Ventures V (Canada) GP-GP, Inc. ("VV V (Canada) GP") is the sole general partner of Versant Ventures V (Canada), L.P. ("VV V (Canada)") and VV V (Canada) is the sole general partner of VVC V (Canada). The Reporting Person, a member of the Issuer's board of directors, is a director of VV V (Canada) GP and may be deemed to share voting and dispositive power over the shares held by VVC V (Canada). Each of VV V (Canada), VV V (Canada) GP and the Reporting Person disclaims beneficial ownership of the shares held by VVC V (Canada), except to the extent of their respective pecuniary interests therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

15. Represents a change in the form of ownership of VV V (Canada) by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VVC V (Canada).

16. Shares held by VV V (Canada). VV V (Canada) GP is the sole general partner of VV V (Canada). The Reporting Person, a member of the Issuer's board of directors, is a director of VV V (Canada) GP and may be deemed to share voting and dispositive power over the shares held by VV V (Canada). Each of VV V (Canada) GP and the Reporting Person disclaims beneficial ownership of the shares held by VV V (Canada), except to the extent of their respective pecuniary interests therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

17. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV V (Canada), to its partners.

18. Represents a change in the form of ownership of the Reporting Person by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VV V (Canada).

19. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Venture Capital VI, L.P. ("VVC VI"), to its partners, pursuant to a Rule 10b5-1 trading plan.

20. Shares held by VVC VI. Versant Ventures VI GP-GP, LLC ("VV VI GP") is the sole general partner of Versant Ventures VI GP, L.P. ("VV VI") and VV VI is the sole general partner of VVC VI. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV VI GP and may be deemed to share voting and dispositive power over the shares held by VVC VI. Each of VV VI GP, VV VI and the Reporting Person disclaims beneficial ownership of the shares held by VVC VI, except to the extent of their respective pecuniary interests therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

21. Represents a change in the form of ownership of VV VI by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VVC VI.

22. Shares held by VV VI. VV VI GP is the sole general partner of VV VI. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV VI GP and may be deemed to share voting and dispositive power over the shares held by VV VI. Each of VV VI GP and the Reporting Person disclaims beneficial ownership of the shares held by VV VI, except to the extent of their respective pecuniary interests therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

23. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV VI, to its partners.

24. Represents a change in the form of ownership of the Reporting Person by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VV VI.

25. Represents a change in the form of ownership of VV VI GP by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VV VI.

26. Shares held by VV VI GP. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV VI GP and may be deemed to share voting and dispositive power over the shares held by VV VI GP; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

27. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV VI GP, to its members.

28. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Versant Vantage I, L.P. ("VV I"), to its partners, pursuant to a Rule 10b5-1 trading plan.

29. Shares held by VV I. Versant Vantage I GP-GP, LLC ("VV I GP-GP") is the sole general partner of Versant Vantage I GP, L.P. ("VV I GP") and VV I GP is the sole general partner of VV I. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV I GP-GP and may be deemed to share voting and dispositive power over the shares held by VV I. Each of VV I GP-GP, VV I GP and the Reporting Person disclaims beneficial ownership of the shares held by VV I, except to the extent of their respective pecuniary interests therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

30. Represents a change in the form of ownership of VV I GP by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VV I.

31. Shares held by VV I GP. VV I GP-GP is the sole general partner of VV I GP. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV I GP-GP and may be deemed to share voting and dispositive power over the shares held by VV I GP. Each of VV I GP-GP and the Reporting Person disclaims beneficial ownership of the shares held by VV I GP, except to the extent of their respective pecuniary interests therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

32. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV I GP, to its partners.

33. Represents a change in the form of ownership of the Reporting Person by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VV I GP.

34. Represents a change in the form of ownership of VV I GP-GP by virtue of the receipt of shares in the pro-rata in-kind distribution of common shares of the Issuer for no consideration by VV I GP.

35. Shares held by VV I GP-GP. The Reporting Person, a member of the Issuer's board of directors, is a managing member of VV I GP-GP and may be deemed to share voting and dispositive power over the shares held by VV I GP-GP; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The Reporting Person is a director of the Issuer and, accordingly files separate Section 16 reports.

36. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by VV I GP-GP, to its members.

Remarks:

	/s/ Robin L. Praeger, Attorney-in-Fact for Jerel C. Davis	01/19/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.